• The right to vote at a General Meeting shall be exercised by persons, entered in the registers of Central Depositary JSC as shareholders of the company 14 days prior to the date of the General Meeting.
• All shareholders shall have the right to participate in the General Meeting of Shareholders, to express their opinion and make suggestions concerning the items included in the agenda.
• Members of the Board of Directors shall take part in the General Meeting of Shareholders with no voting rights, unless they are shareholders.
• Shareholders – individuals shall participate in the General Meeting personally or through a representative, authorized in writing. Shareholders – legal entities shall participate in the General Meeting through their legitimate representatives or through other person, authorized in writing.
• The proxy for participation in the General Meeting shall be in writing, explicit, certified by notary, for particular General Meeting, undersigned autographically by the authorizer – shareholder.
• The proxy shall include:
1. full name, unified civil ID number, respectively the company number, account, volume and page of entry in the commercial register and the BULSTAT register of the authorizer and the representative;
2. the number and specific numbers of the represented shares or temporary certificates, respectively the number of dematerialized shares and the numbers of nominal certificates;
3. the agenda of the items, suggested for discussion;
4. the suggestions for decisions on each item of the agenda;
5. the manner of voting on each item;
6. date and signature.
• In the event that the agenda includes election or dismissal of any members of the Board of Directors, the proxy shall explicitly indicate the full name or the company of the nominated members, as well as the manner of voting for each of them separately.
• In the event that the manner of voting on the separate items of the agenda is not specified, the proxy shall explicitly indicate that the representative shall have the right to decide whether to vote and in what manner.
• The proxy shall explicitly indicate whether the authorization also covers items which have been included in the agenda under the conditions of Art. 231, par.1 of the Commercial Law. If the authorization also refers to the additionally included items in the agenda, it shall be explicitly stated that in these cases the representative shall have the right of personal judgment whether to vote and in what manner.
• Re-authorization with rights under the above mentioned paragraphs, as well as proxy, given in violation of the above mentioned rules, shall be null and void.
• The company shall be obliged to present a sample in writing of a proxy for representation of shareholders at the General Meeting, together with the materials for the General Meeting or upon request after its convocation. With a view to facilitating and encouraging the shareholders to participate in the proceedings of the General Meeting through a representative, a sample of a proxy for representation of shareholders at the General Meeting shall be published on the website of the company.
• The proposal for representation of a shareholder or shareholders holding more than 5 % of the votes in the General Meeting of the company shall be published in one central daily newspaper or sent to each shareholder, it refers to. The proposal shall contain at least:
1. the agenda of the items suggested for discussion at the General Meeting and the proposals for decisions;
2. the invitation for giving instructions by the shareholders about the manner of voting on the items of the agenda;
3. statement as to the manner in which the proposer shall vote on each item of the agenda, unless the shareholder who has accepted the proposal has given any instructions about the voting.
• The proposer shall be obliged to vote at the General Meeting of the company according to the instructions of the shareholders stated in the proxy, and if such have not been given – according to the statement under point 3.
The proposer can evade the instructions of the shareholders, respectively his/her statement about the manner of voting, if:
1. circumstances, unknown by the moment of making the proposal or signing the proxy by the shareholders, have arisen;
2. the proposer has not been able to ask for new instructions and/or to make a new statement in advance, or has not received new instructions by the shareholders on time;
3. the deviation is necessary to preserve the interests of the shareholders.
• The company shall not have the right to request submission of the proxy for representation of shareholders at the General Meeting earlier than two working days prior to the date of the General Meeting. Upon opening the session, the company shall inform the shareholders present at the General Meeting about the received proxies.
• If there is submitted more than one proxy for representation of a shareholder at the General Meeting of Shareholders, issued by one and the same shareholder, the one issued later shall be valid.
• If by the beginning of the General Meeting, the company has not been informed in writing by a shareholder about any withdrawal of the proxy, the latter shall be valid.
• If the shareholder is present personally at the General Meeting, the proxy for this General Meeting issued by him/her shall be valid, unless the shareholder states the opposite. Regarding the items of the agenda, on which the shareholder votes personally, the respective right of the representative, shall be cancelled.